Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8EQdawlndtzbORcWmWuAc9r8xr7IDcxjgNA/H3DblqFv/9YeGfvvL8LoCAqSoUp Y7JHTmZwLUGFoSJQeuIcxQ== 0001116502-09-000158.txt : 20090211 0001116502-09-000158.hdr.sgml : 20090211 20090211150925 ACCESSION NUMBER: 0001116502-09-000158 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: AUGUSTINE LAWLOR GROUP MEMBERS: CHRISTOPHER MIRABELLI, PH.D. GROUP MEMBERS: HAROLD R. WERNER GROUP MEMBERS: HEALTHCARE PARTNERS V, L.P. GROUP MEMBERS: HEALTHCARE PARTNERS VI, L.P. GROUP MEMBERS: HEALTHCARE VENTURES V, L.P. GROUP MEMBERS: HEALTHCARE VENTURES VI, L.P. GROUP MEMBERS: JAMES H. CAVANAUGH, PH.D. GROUP MEMBERS: JOHN W. LITTLECHILD GROUP MEMBERS: WILLIAM CROUSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NITROMED INC CENTRAL INDEX KEY: 0000927829 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223159793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79469 FILM NUMBER: 09589450 BUSINESS ADDRESS: STREET 1: 12 OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7816859700 MAIL ADDRESS: STREET 1: 12 OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE VENTURES V L P CENTRAL INDEX KEY: 0001022423 IRS NUMBER: 223487780 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 44 NASSAU ST CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 9089064600 MAIL ADDRESS: STREET 1: 44 NASSAU ST CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G/A 1 nitro13gamend5.htm AMENDMENT NO. 5 TO FORM SC 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Nitromed, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

654798503

(CUSIP Number)

January 27, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


	Rule 13d-1(b)

	Rule 13d-1(c)

X	Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 654798503	13G	Page 2 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures V, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,240,788
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH		8	SHARED DISPOSITIVE POWER 1,240,788
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,240,788 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.69%
12	TYPE OF REPORTING PERSON* PN


CUSIP No. 654798503	13G	Page 3 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners V, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,240,788
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH		8	SHARED DISPOSITIVE POWER 1,240,788
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,240,788 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.69%
12	TYPE OF REPORTING PERSON* PN


CUSIP No. 654798503	13G	Page 4 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,998,810
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH		8	SHARED DISPOSITIVE POWER 1,998,810
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,998,810 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.34%
12	TYPE OF REPORTING PERSON* PN


CUSIP No. 654798503	13G	Page 5 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,998,810
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH		8	SHARED DISPOSITIVE POWER 1,998,810
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,998,810 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.34%
12	TYPE OF REPORTING PERSON* PN


CUSIP No. 654798503	13G	Page 6 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 75,250
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 3,239,598
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 75,250
WITH		8	SHARED DISPOSITIVE POWER 3,239,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,314,848 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.19%
12	TYPE OF REPORTING PERSON* IN


CUSIP No. 654798503	13G	Page 7 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 3,239,598
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH		8	SHARED DISPOSITIVE POWER 3,239,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,239,598 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.03%
12	TYPE OF REPORTING PERSON* IN


CUSIP No. 654798503	13G	Page 8 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 24,058
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 3,239,598
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 24,058
WITH		8	SHARED DISPOSITIVE POWER 3,239,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,263,656 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.08%
12	TYPE OF REPORTING PERSON* IN


CUSIP No. 654798503	13G	Page 9 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 131,137
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 3,239,598
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 131,137
WITH		8	SHARED DISPOSITIVE POWER 3,239,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,370,735 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.32%
12	TYPE OF REPORTING PERSON* IN


CUSIP No. 654798503	13G	Page 10 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William Crouse
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 40,591
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 3,239,598
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 40,591
WITH		8	SHARED DISPOSITIVE POWER 3,239,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,280,189 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.12%
12	TYPE OF REPORTING PERSON* IN


CUSIP No. 654798503	13G	Page 11 of 18 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 3,239,598
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH		8	SHARED DISPOSITIVE POWER 3,239,598
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,239,598 (see Item 4 herein)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.03%
12	TYPE OF REPORTING PERSON* IN


CUSIP No. 654798503	13G	Page 12 of 18 Pages

Item 1.

(a)

Name of Issuer

NitroMed, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

45 Hayden Avenue, Suite 3000

Lexington, Massachusetts 02421

Item 2.

(a)

Name of Person Filing

HealthCare Ventures V, L.P. (“HCVV”)

HealthCare Partners V, L.P. (“HCPV”)

HealthCare Ventures VI, L.P. (“HCVVI”)

HealthCare Partners VI, L.P. (“HCPVI”)

James H. Cavanaugh, Ph.D. (“Cavanaugh”)

Christopher Mirabelli, Ph.D. (“Mirabelli”)

Harold R. Werner (“Werner”)

John W. Littlechild (“Littlechild”)

William Crouse (“Crouse”)

Augustine Lawlor (“Lawlor”)

(collectively, the “Reporting Persons”)

See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. ¹

(b)

Address of Principal Business Office or, if none, Residence

The business address for HCVV, HCPV, HCVVI, HCPVI, Dr. Cavanaugh and Messrs. Werner and Crouse is 44 Nassau Street, Princeton, New Jersey 08542. The business address for Dr. Mirabelli and Messrs. Littlechild and Lawlor is 55 Cambridge Parkway, Cambridge, Massachusetts 02142.

(c)

Citizenship

HCVV, HCPV, HCVVI and HCPVI are limited partnerships organized under the laws of the State of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, Crouse and Lawlor are each United States citizens.

(d)

Title of Class of Securities

Common Stock, $.01 par value per share (the “Common Stock”)

(e)

CUSIP Number

654798503

———————

Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, Crouse and Lawlor are General Partners of HCPV, the General Partner of HCVV, the record holder of the securities and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, Crouse and Lawlor are General Partners of HCPVI, the General Partner of HCVVI, the record holder of the securities.


CUSIP No. 654798503	13G	Page 13 of 18 Pages

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.


(a)		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)		A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);

(k)		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.


CUSIP No. 654798503	13G	Page 14 of 18 Pages

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount beneficially owned²:

As of the date hereof: HCVV and HCPV beneficially own 1,240,788 shares of the Issuer’s Common Stock; HCVVI and HCPVI beneficially own 1,998,810 shares of the Issuer’s Common Stock; Cavanaugh beneficially owns 3,314,848 shares of the Issuer’s Common Stock, which includes an aggregate of 3,239,598 shares beneficially owned by HCVV and HCVVI and 75,250 shares of the Issuer’s Common Stock owned by Cavanaugh directly; Mirabelli and Lawlor beneficially own the 3,239,598 shares of the Issuer’s Common Stock owned by HCVV and HCVVI; Werner beneficially owns 3,263,656 shares of the Issuer’s Common Stock which includes an aggregate of 3,239,598 shares beneficially owned by HCVV and HCVVI and 24,058 shares owned by Werner directly; Crouse beneficially owns 3,280,189 shares of the Issuer’s Common Stock, which includes the 3,239,598 shares of Common Stock beneficially owned by HCVV and HCVVI and 40,591 shares owned by Crouse directly; and Littlechild beneficially owns 3,370,735 shares of the Issuer’s Common Stock, which includes (i) an aggregate of 3,239,598 shares beneficially owned by HCVV and HCVVI; (ii) 66,762 shares owned by Littlechild directly; and (iii) immediately exercisable options to purchase 64,375 shares of the Issuer’s Common Stock.³

———————

January 27, 2009, the Issuer, Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited and NTMD Parent Acquisition Corp. (collectively “Merger Partner”) entered into Stockholder Agreement (the “Stockholder Agreement”) with each of HCVV and HCVVI in connection with an Agreement and Plan of Merger by and among NTMD Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Merger Partner (“Merger Sub”), Merger Partner (the “Merger Agreement”) and the Issuer. Pursuant to the Merger Agreement Merger Sub will be merged with and into the Issuer (the “Merger”) with the Issuer as the surviving corporation. Pursuant to the Stockholder Agreement, each of HCVV and HCVVI agreed, among other things, (i) not to t ransfer their currently owned shares of the Issuer’s Common Stock; and (ii) to vote their currently owned shares of the Issuer’s Common Stock or any capital stock acquired by them after the date of the Stockholder Agreement in favor of approval of the transactions contemplated under the Merger Agreement and against the approval or adoption of any alternative transactions. In addition, each of HCVV and HCVVI granted to the Merger Partner an irrevocable proxy to vote any such shares of the Issuer’s capital stock owned by them in favor of approval of the transactions contemplated under the Merger Agreement. Merger Partner has the sole voting power over these shares solely with respect to the specific matters identified in the Stockholder Agreement and each of HCVV and HCVVI retains sole voting power and beneficial ownership with respect to all other matters. A copy of the form of Stockholder Agreement is filed as Exhibit 10.1 to the Issuer’s Form 8-K filed with the Sec urities and Exchange Commission on January 28, 2009 and is incorporated herein by reference.

Does not include options to purchase an additional 15,000 shares of the Issuer’s Common Stock which vest on May 14, 2009. However, in connection with the Merger Agreement, Littlechild’s options to purchase an aggregate of 79,375 shares of the Issuer’s Common Stock will become vested in full prior to the effective time of the Merger. Any option not exercised prior to the effective time of the Merger will be cancelled in exchange for cash in an amount equal to the excess, if any, of the merger consideration per share of common stock over the exercise price of the option, multiplied by the number of shares of common stock underlying the option.


CUSIP No. 654798503	13G	Page 15 of 18 Pages

(b)

Percent of class: Based on 46,076,551 outstanding shares of Common Stock of the Company as of December 11, 2008, as reported in the Issuer's Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 15, 2008.

As of the date hereof: The 1,240,788 shares of the Issuer’s Common Stock owned by HCVV and HCPV constituted 2.69% of the shares outstanding; the 1,998,810 shares of the Issuer’s Common Stock owned by HCVVI and HCPVI constituted 4.34% of the shares outstanding; the 3,314,848 shares of the Issuer’s Common Stock beneficially owned by Cavanaugh constituted 7.19% of the shares outstanding; the 3,239,598 shares of the Issuer’s Common Stock beneficially owned by each of Mirabelli and Lawlor constituted 7.03% of the shares outstanding; the 3,263,656 shares of the Issuer’s Common Stock beneficially owned by Werner constituted 7.08% of the shares outstanding; the 3,370,735 shares of the Issuer’s Common Stock beneficially owned by Littlechild constituted 7.32% of the shares outstanding; and the 3,280,189 shares of the Issuer’s Common Stock beneficially owned by Crouse constituted 7.12% of the shares out standing.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote –

Cavanaugh has the sole power to vote or direct the vote as to the 75,250 shares owned directly by him.

Werner has the sole power to vote or direct the vote as to the 24,058 shares owned directly by him.

Littlechild has the sole power to vote or direct the vote as to the 131,137 shares owned directly by him.

Crouse has the sole power to vote or direct the vote as to the 40,591 shares owned directly by him.

(ii)

Shared power to vote or to direct the vote –

HCVV, HCPV, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, Crouse and Lawlor share the power to vote or direct the vote of those shares owned by HCVV.

HCVVI, HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild Crouse and Lawlor share the power to vote or direct the vote of those shares owned by HCVVI.

(iii)

Sole power to dispose or to direct the disposition of –

Cavanaugh has the sole power to dispose of or direct the disposition as to the 75,250 shares owned directly by him.

Werner has the sole power to dispose of or direct the disposition as to the 24,058 shares owned directly by him.

Littlechild has the sole power to dispose of or direct the disposition as to the 131,137 shares owned directly by him.

Crouse has the sole power to dispose of or direct the disposition as to the 40,591 shares owned directly by him.

(iv)

Shared power to dispose or to direct the disposition of –

HCVV, HCPV, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, Crouse and Lawlor share the power to dispose of or direct the disposition of those shares owned by HCVV.

HCVVI, HCPVI, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, Crouse and Lawlor share the power to dispose of or direct the disposition of those shares owned by HCVVI.


CUSIP No. 654798503	13G	Page 16 of 18 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification

Not Applicable.


CUSIP No. 654798503	13G	Page 17 of 18 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


February 11, 2009	HealthCare Ventures V, L.P.
	By: its General Partner, HealthCare Partners V, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009	HealthCare Partners V, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009	HealthCare Ventures VI, L.P.
	By:	its General Partner, HealthCare Partners VI, L.P.


	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009	HealthCare Partners VI, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009		/s/ Jeffery Steinberg, Attorney-in-Fact
		James H. Cavanaugh, Ph.D.

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		Christopher Mirabelli, Ph.D.

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		Harold R. Werner

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		John W. Littlechild

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		William Crouse

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		Augustine Lawlor


CUSIP No. 654798503	13G	Page 18 of 18 Pages

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of NitroMed, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.


February 11, 2009	HealthCare Ventures V, L.P.
	By: its General Partner, HealthCare Partners V, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009	HealthCare Partners V, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009	HealthCare Ventures VI, L.P.
	By:	its General Partner, HealthCare Partners VI, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009	HealthCare Partners VI, L.P.

	By:	/s/ Jeffrey Steinberg
		Jeffrey Steinberg, Administrative Partner

February 11, 2009		/s/ Jeffery Steinberg, Attorney-in-Fact
		James H. Cavanaugh, Ph.D.

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		Christopher Mirabelli, Ph.D.

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		Harold R. Werner

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		John W. Littlechild

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		William Crouse

February 11, 2009		/s/ Jeffrey Steinberg, Attorney-in-Fact
		Augustine Lawlor

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